General Course Information
1.1 Course details
| Course code: | LLAW3293 |
| Course name: | Securities Regulation I |
| Programme offered under: | LLB Programme |
| Semester: | First |
| Designated research course: | Not applicable |
| Specialization: | Commercial, corporate and financial law |
| Prerequisites / Co-requisites: | No |
| Course offered to non-law students: | No |
| Credit point value | 6 credits |
[This course is cross-listed to LLM elective. Senior year LLB students (i.e. LLB 3-4 and Double Degree 4-5) are allowed to take certain LLM courses as their law electives but subject to meet certain requirements (please see LLB course selection guidelines).]
1.2 Course description
The overall aim of the course is to develop an understanding of the regulatory framework governing the securities markets in Hong Kong and how regulations affect securities activities and transactions undertaken by issuers, intermediaries and investors. An underlying theme of the course will be to understand why regulations put in place and to critically assess the effectiveness and appropriateness of the regulatory framework and specific regulations.
The course is structured in three conceptual parts. (1) Orientation: the nature of regulation and the products, actors and marketplaces with which the course will be concerned. (2) Framework: the core laws, regulations and regulators comprising the regulatory framework. (3) Application: how regulation interacts with the business of effecting transactions in the marketplace.
The course will begin with an examination of the key securities laws and regulations, in particular: the Securities and Futures Ordinance (SFO), the prospectus provisions of the Companies (Winding-up and Miscellaneous Provisions) Ordinance, regulatory codes issued by the Securities and Futures Commission (SFC), and the Listing Rules. The objectives, principles and purposes of regulation will be introduced. The nature and functions of a stock market will be considered.
The function of key bodies undertaking regulatory functions, namely the SFC, the Hong Kong Monetary Authority, and The Stock Exchange of Hong Kong Limited, will be examined. How these bodies relate to each other in terms of their functionalities will be examined in light of incidents that have highlighted potential shortcomings in the regulatory system. The roles of the Market Misconduct Tribunal and the Securities and Futures Appeals Tribunal will also be assessed.
The impact of regulation on corporate transactions and the general practices of the market and its intermediaries will be studied. As regards intermediaries, this will require an understanding of the application of regulatory codes issued by the SFC as well as subsidiary legislation to the SFO. As regards the marketplace, this will require an understanding of the functions of the stock market vis- -vis listed issuers and investors as well as the role of sponsors. A portion of the course will be given over to studying the impact of regulatory requirements on the conduct of initial public offerings.
The course will conclude by bringing together the knowledge gained over the duration of the course to consider the benefits and drawbacks of regulation for the market and critically assess the impact and effectiveness of regulation. What are the shortfalls of regulation, and where is regulation heading?
1.3 Course teachers
| Name | E-mail address | Office | Consultation | |
| Course convenor | Syren Johnstone | syrenj@hku.hk | CCT 513 | By email |
Learning Outcomes
2.1 Course Learning Outcomes (CLOs) for this course
CLO 1 Understand the regulatory framework of laws and regulations affecting the Hong Kong securities industry.
CLO2 Describe the role of regulators in the marketplace and the effect of regulations on the way commercial activities are undertaken in practice.
CLO 3 Demonstrate an awareness of the balance of interests of the different stakeholders subject to the regulatory framework and how this balance affects the wider function of the securities industry.
CLO 4 Apply course content to actual and hypothetical situations.
2.2 LLB Programme Learning Outcomes (PLOs)
Please refer to the following link: https://course.law.hku.hk/llb-plo/
2.3 Programme Learning Outcomes to be achieved in this course
| PLO A | PLO B | PLO C | PLO D | PLO E | PLO F | |
| CLO 1 | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| CLO 2 | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| CLO 3 | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
| CLO 4 | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Assessment(s)
3.1 Assessment Summary
| Assessment task | Due date | Weighting | Feedback method* | Course learning outcomes |
| Class participation | N/A | 10% | 1, 2, 3, 4 | |
| In-class coursework | TBC | 25% | 1, 2, 3, 4 | |
| Take home exam^ | TBC | 65% | 1 | 1, 2, 3, 4 |
^ Students are required to pass the exam to be eligible to pass the course.
| *Feedback method (to be determined by course teacher) | |
| 1 | A general course report to be disseminated through Moodle |
| 2 | Individual feedback to be disseminated by email / through Moodle |
| 3 | Individual review meeting upon appointment |
| 4 | Group review meeting |
| 5 | In-class verbal feedback |
3.2 Assessment Detail
To be advised by course convenor(s).
3.3 Grading Criteria
Please refer to the following link: https://www.law.hku.hk/_files/law_programme_grade_descriptors.pdf
Learning Activities
4.1 Learning Activity Plan
| Seminar: | 3 hours / week for 12 teaching weeks |
| Private study time: | 9.5 hours / week for 12 teaching weeks |
Remarks: the normative student study load per credit unit is 25 ± 5 hours (ie. 150 ± 30 hours for a 6-credit course), which includes all learning activities and experiences within and outside of classroom, and any assessment task and examinations and associated preparations.
4.2 Details of Learning Activities
To be advised by course convenor(s).
Learning Resources
5.1 Resources
| Reading materials: | Reading materials are posted on Moodle |
| Core reading list: | TBA |
| Recommended reading list: | To be advised in class throughout the semester |
5.2 Links
Please refer to the following link: http://www.law.hku.hk/course/learning-resources/